Kind of Awesome
by Abby Ebon
Summary: Challenge AU. Slash. One shot. When Ben and Gwen crash land on Earth, Gwen is less then amused that Ben imprints upon Kevin, a human.


**"Kind of Awesome"**

_Abby Ebon_

O.o.O.o.O.o.O

_Disclaimer_; I do not own any part of the _Ben 10: Alien Force _series.

_Dedication_;

This is all your fault, tonks17.

I just want you to know that.

_Note_; …Also, this is my entry for tonks17's AU Challenge on ben10_x_kevin11, because I'm crazy and awesome like that when I also have a Fic Exchange going on. Lol.

Summary: Oneshot. AU. Slash. When Ben and Gwen crash land on Earth, Gwen is less then amused that Ben imprints upon Kevin, a human. As an Anodite companion-partner to Ben, she doesn't know which is more annoying or amusing; a love sick Mechomorph, or a human in the thrall of an impression-bond.

O.o.O.o.O.o.O

"_Please, please, please – hang on, please, stay with me, stay awake – okay Ben? Do you hear me_? _Ben_!" Gwen crooned under her breath, a soft song, an infant lullaby. She tries to keep the mental contact firm, unyielding, an order that Ben will swallow and _obey_. She blinks too-bright luminescent eyes, ink-purple with fear-worry. Gwen is Anodite, a being of energy, she can not cry. Still the whirling of dark pinks and brightness of her eyes, it is a weakness –it shows her fear, her utter despair. Ben can not see it, he is sleepy and distant, even mind-within-mind, he barely stirs.

"_Here, Gwen, still here. Where_...?" It's a whispery thought, thin like a fragile thread. Gwen forces herself to inhale, _smell_ it – the sickness of him - ink-purple body flicked in time with her heartbeat, it was second nature to keep manifesting her physical shape; something every Anodite knew to do, it calmed them – him – the Mechomorph, and that was what her sole concern was. Ben. _Sick_. Ben was sick, and there was nothing – _nothing_ – Gwen could do. It smelt burnt and terrible, others might mistake the smell for plastic or cold, _lifeless things_. Ben was not that, many things, but not cold and lifeless, she despaired now, for she feared that was what he would become – leaving her alone.

"_New sector of space, remember? You wanted to see something new, be a real scout – didn't you? – we did it, Ben_." If it _wasn't_ a new sector of space, with strange-familiar patterns and mana flows, Gwen does not say, help would have come by now. A young Mechomorph is never far from its protectors – and his fluttering attention and wavering mind would have been _sensed_, would have been _acted _upon, and help _would have come by now_- in force. It has not, and this is not entirely surprising to Gwen. Ben had begged her for this, to go adventuring into unfamiliar space, just like a _real_ scouting pair.

A Mechomorph _always_ traveled with an Anodite, it just wasn't done otherwise. Anodite people had been adventuring though space for a long time, searching, when they came upon the Mechomorphs – withdrawn, sullen, and curious of the cold tech that brought the Anodite people across the stars. The first pair had been Maxwell - and Gwen's own grandmother, Verdona, they had ventured beyond the familiar space, and it had been realized that a Mechomorph could truly become any sort of tech and improve upon it.

Gwen glanced to the (_living_) paneling and the pattern of black-and-green; it seemed to her that the green dots were _flickering out_. Her hair fringe crackled in alarm, flaring around her like a halo. Gwen didn't _know what to do_. She was scared, so dreadfully fearful, yet she was Anodite; they did not cry – did not shed tears. They keenly _knew_ sorrow, and fear, but they were not physical beings, they were energy – energy flared and dimmed, and that was how their moods could be read. That was how Ben knew she was scared, for him.

"_Scans read back life, sorry Gwen, so sorry, going to hibernate soon, can't stay awake – have to land, can't leave you spaced_." Her outrange was plain enough, her hair flickered and swirled and pulsed, worrying soft pink. She pressed her lips against saying anything more; Gwen inhaled, and looked to the flickering (fading) green light. It surrounded her, encased her – protected her from the harshness of space.

It was hard; it hurt her heart, to connect those dim green lights to Ben. _It was Ben_, for Ben was as much the living ship as he was nanobots or tech. Mechomorphs had been _an accident_, a miracle as much as any life was – more so, for only a Anodite could feel the life of them, the _sureness_ that they were living mana. She, as would any Anodite, would protect a Mechomorph with everything they had, fierce and warlike when stirred, the Anodite people had existed lonely and wandering, until finding the Mechomorph; finding partners, equals. There was no getting rid of the Anodite, for the Mechomorph, and the Mechomorph would not ask it of them, being settled and calmed by such open acceptance and connection. They had feared being hunted, killed for their _unnaturalness_ – and no Anodite would let harm come to them, if it could be prevented, and the Anodite were forces of life, of nature – of the supernatural – and they were unstoppable when rallied.

"_Don't you dare, Ben, don't you dare_." Hibernation, it was supposed to heal – but sometimes, sometimes a Mechomorph wouldn't wake, would die. And, Ben was so _young_. Ben was moving, she felt it – sluggish, but determined - the burnt smell of cooking electronics - the jittery _quivering_ of nonbot breath and heartbeat. Gwen, _frantic_, reached for her mana - intent on stopping him, on saving him – there had to be something, after all, that she could _do_.

"_Please don't, Gwen, don't. Have to save you, you're living, breathing - don't know what will happen if I fall asleep out here, you might die. Wouldn't forgive myself that, what would I tell Maxwell – or Verdona? It was stupid, my doing, please, let me do this, let me save you. Please, Gwen…_" Pleading, he was _pleading_ with her. Gwen snarled and flexed her fingers, hair whirling in frantic fear. Doggedly, Ben – a living ship, a fragile shell – moved ever forward, intent on protecting her, living as she was, even energy could not survive cold space without a light-beem, and there was no light-beem here, nothing so disquietingly familiar. Gwen was not as fragile as an _organic_, but energy had to feed – had to live, off _something_, and before the Mechomorph, light-beems would have contented an Anodite though space travel. They could only move with the light, with energy, but as energy moved at the easiest wavelength, and found the easiest paths (which this sector of space certainly wasn't either) light-beem had suited the Anodite; now, it was a burden of reminder, Gwen was as stranded – as helpless – as Ben.

"_Nothing, you ask me do to_ nothing!" Gwen cried out with mind and voice, her soothing croon turning into a frantic – panicked – wail of fear.

"_Not nothing, live. Please, Gwen, live_…_you're the best hope of us both – my deep scans aren't working, I'm scared, locked the location of life – remember that, at least – not so useless anymore, hah! Tired, Gwen, never been so tired. I spit out the location beacon, it's loud, Gwen, they'll hear it, maybe in time. Can only keep going toward the life-lock…slow, so stupidly slow, it's like learning to crawl again…clumsy_." Ben was trying to distract her; she knew – for once she did not begrudge him for it, distracting her – in her own way, it calmed her. As long as Ben was arguing, he was talking – living. Not sleeping. Gwen didn't know how long Ben kept talking, but listening to him gave her something to do, calmed her. _Hearing_ him, it was better then only thinking of the hated smell of burnt electricity. What _that_ meant, would mean.

"_Here it is, reading signals off it – non-living tech, communications – you're in luck, Gwen. Going to hurt, no shield response - landing, I will have to fall, sorry for the rough crash, Gwen. Will try to aim for land, off-lining sensors – might as well do it now, first step in hibernation, lucky, I won't feel this then. Brace yourself, Gwen_." Her knuckles were flared white, clutching a control-chair that had off-lined early on; the sole inner interface that any Anodite knew keyed into the mind and body of a Mechomorph, might keep them alive and from hibernation long enough for help to arrive. That it had off-lined as soon as they had beached this space-sector; Gwen did not know what to make of. It meant something – but Gwen couldn't remember what, was clueless to it, and couldn't focus enough past Ben being hurt-sick to grasp what it meant.

She felt them lurch, in the moment that Ben let go – letting them fall from the cold clutch of space. Felt it in her stomach – as a sickening jolt of lack of control, as Ben fell - she felt the heat - the energy – of a foreign sun caress them. It was then, Gwen knew later (could point out the very moment of it) that Ben slipped from her mental grasp, and into hibernation.

Gwen woke alone, red-pink illuminating the dim black and green interior. She shivered, for the first time she was very aware of how odd it felt, not to be able to reach her mind out to touch another. Strange, wrong – Gwen sighed softly, shaking off her sadness. She had to make this right, had to wake Ben up – it wasn't imposable, he would be trying to heal himself, right down to the nanobot self, but there wasn't enough stuff – enough material for the nanobots to break down and self repair with. So, it fell to Gwen to speed up the process, to get some useful tech on a backwater world that at least had life intelligent enough to communicate with. That, though, wasn't saying much. It didn't matter, not really – it wasn't _interaction_ Gwen sought. It was the tech, no matter how outdated, that the nanobots would manipulate.

Gwen licked her lips, resigning herself to reaching out to the further minds; she closed her eyes, it was like seeing the night sky, stars scattered across the void, each unique in its own way – but so distant, so far away and alien, it hardly mattered if such minds could be reached – could be linked. It was a lonely way to live, and Gwen ached for them, these odd alien creatures so distinct and similar from each other.

Gwen did not reach to touch these minds, to speak with them – no, she dared not – instead she skimmed over the glare of brilliance, learning from them – seeing bits and pieces of similarities and differences, like puzzle-pieces, until it shaped a whole. It was not enough to survive among them, but interactions, vice, body language – those were easily adapted.

Gwen had never really used a spoken language – as was prevalent, here – but her voice as an Anodite was one of the most spectacular in the known universe. She was confident that she could mimic words, and her mana would tell senses that she was _only one of them_, don't look _twice_. Don't look _too hard._ It would do no good if they _knew_ what she was – if she told, or gave herself away by doing something unexplainable.

If she was careful, she could venture out among them, could gather what tech and material Ben had need of – and then, she had only to wait. Either the deep-space location beacon would attract attention, or Ben would wake up.

Gwen would not consider Ben _not_ waking up, _he had to_. He _would_, because she _could not_ imagine living on without him. Especially not on a planet that was too _green_ and gleaming blue, with a too-bright golden sun; it stank too.

O.o.O.o.O.o.O

Gwen lifted her flesh-hand (pale pink skinned, freckled face) to her nose, it was upturned and wrinkled. Within the shelter of Ben's interior hull, Gwen had known the filtered-air stank of greenery and dirt. She hadn't expected it to be as bad as _this_. It was awful; things _grew_ in air like this – this chaotic calamity of sun-energy and melting-pot air. To think the inhabitants of this dirtball thought _this_ was clean air! Ha!

Gwen glanced worriedly to Ben, even with what _she_ thought of this air – Ben would, in his hibernation, be unable to fight it off. Whatever was in the air, what this might do to nanobots and their fragile sensors and habitat – Ben would unconsciously _adapt_ to. In so much as he was able. Taking in new material and tech would only _sped up_ that adaptation, however discomforting – it was a necessarily she would endure – for a time. Gwen despaired of ever smelling truly clean air until Ben fell into another hibernation (this one, she would ensure, would be on a _clean and civilized_ world) Gwen sniffled, hating the feel of a wet nose.

With a flick of red hair, Gwen stomped off, following the mind-energy of this cursed planet inhabitants. She flickered out of existence with her next step, and found herself taking her next step on a landscape quite changed. Black tar stinking of burnt rock and awful things (a human might not smell it, might _get used to it_) but Gwen gagged, choked. Then something smelling of metallic paint and decaying slush of planet and animal glinted warningly at the corner of her eye.

Gwen was not a fool, she was born on a world where energy beings could transverse over the distance of the surface of their world in a breath, but the Mechomorph could adapt their physical shape to technology and material and improve upon inherit design. Space travel was one aspect of this – another was that physical organic beings had to first adapt tools for such transference. Such physical things hurt, when encountered at high speeds. They were, equally, easily avoided. Gwen took a breath, and was simply _not there_ for the machine to run through – she was pure energy, and physical laws and rules and gravity did not, _exactly_, apply to her.

She had, of course, forgotten that such laws and rules and annoyances _applied_ to the inhabitants of this cursed dirt-ball. Also, it might have slipped from her attention that she was attempting to assimilate as one such organic. Ben would be _howling_ with laughter. Gwen might have, later, admitted to being _a bit_ mortified. It was embarrassing, to slip-up in such a way, _like an infant! _

Brakes screeched on a green-and-black striped monstrosity, and Gwen heard her first organic words. They were _nothing_ like an Anodite babe-lullaby. It was, none-the-less, impressively emphatic.

"God-fucking-damn-it! Are you alright? I didn't hit you, did I? Of course I didn't, would have sworn – hey, girl, what the hell we're you thinking, stepping out onto the road like that?" Rather impressed that an organic had deduced all that in a rush of adrenaline and blood and primitive responses, Gwen blinked at him, smiling rather absently in her bemusement. It was rather charming that a flesh-ling would worry for _her_ health. She would far outlive it – _him_ – after all.

"Hey, uh, hey girl – you alright..? You're not in shock or something, are you?" Gwen shook her red hair out, it occurred to her that the length was an annoyance - and it would better serve her if her hair were as short as this males. Gwen did not know if that was a species-social norm, but didn't particularly care – her gaze narrowed on the green and black-striped vehicle, green eyes flickered pink as she deemed the old-tech useable by Ben.

"I am unharmed. Where did you get such a machine as that one?" Gwen waved her hand toward it, wrinkling up her nose in half-dismay. It might serve her purpose well – but it still _stank_. Ben, likely, would find this all quite hilarious – Gwen was not so amused, after all – for one – Ben was not in mind-touch, and that in itself was disturbing her.

"The auto shop, why?" Half-suspicious now, dark haired wide-brows narrowed, lips pressing into a puzzled frown. Gwen looked him over, from booted feet and blue jeans, to black tee-shirt and leather jacket. His hands smelt of foul oil, but he was a decent looking sort, for a flesh-ling.

Gwen decided, abruptly, that she liked him – partly was that it that his was the first friendly face she'd since Ben initiated hibernation. Another, lesser but no less important part of it was that this male was likely to give into her whims, having been his near "victim" - such near misses' inspired odd comradeship within a biological; so much the better, at having this fleahy impulse at her advantage.

"I need parts. Take me there." Gwen demanded, already making her way to the vehicle. If the male had looked closely, he would have noted that she wasn't breathing. Just as well that he did not look for such a quirk, even as she dimmed her sensory impulse, and holding her breath- though it did little good against the repulsive odor. She was an _energy being_ – she did not need to _breath_, her survival only depended upon what mana she could draw upon from around her. There was no lack of life on this dirtside world, and she would endure even this – adapt, conquer, and if not thrive, and then at least survive it.

It was, of course, all _Ben's fault_, and he would _grovel _for his forgivenessin this.

"Yes, ma'am…least I could do, I guess. I'm Kevin, what's your name?" Gwen licked her tongue against her teeth, debating into what to tell the fleshy, finally settling on the truth – it would not hurt, and though this aspect of her name did not reflect the truth of her origins, it was not on this back-water plant, such an odd name to claim.

"Gwen. Can we go faster?" Gwen did not entirely _like_ the half-cocky, half-daring look Kevin traded with her in a look. Gwen grit her teeth against the unnatural lurch of speed, half-sickened with wonder that Kevin and his like of people could be so daring – this speed, Gwen knew well, could kill him. Gwen, for the moment, needed Kevin.

Neither was she entirely sure she could save him, if the fleshy crashed at these speeds. That, most of all distressed her to yelping at a wild turn on the paved road through trees. It disturbed her, that she had uttered such an abrupt noise of protest – so much so she remained solemnly silent, a white-knuckled grip on her armrests.

O.o.O.o.O.o.O

"You are _never _to go at such speeds again, am I understood?" Ben alone had been victim to that no-nonsense order of tone, before. Gwen did not care to dwell on what it meant, that Kevin only shrugged half-heartedly in reply, shit-eating grin still in place. Gwen ruffled her shoulders and tried to relax, sighing, and looking about herself. She had not expected anything on this world to be clean, but she was of half a mind to demand a new system of order to the mess that marred her vision. It was a sprawling yard of junk.

"So, what are you looking for here, anyway?" Kevin asked, truly curious, though his tone only showed boredom. Gwen was the last thing he had expected, after slamming on his breaks too late, going too fast, and then hitting….nothing. His breaks had screeched in protest, but there had been no bloody smear across his windshield, no thumb-bump of his tires or undercarriage – nothing. He'd been half convinced it was a ghost. Then he'd seen her, still standing – looking at him, in a mix of relieved annoyance – in his rear-view mirror. Kevin wasn't blind to her looks; she was pretty if in a bookish way. But very distracted – _something_, something besides being nearly run down in the middle of nowhere – had her all tied up in tense knots.

Kevin was, after all, more then a little curious of her. So he'd indulged her, taking her to the junkyard, half his car was built by parts found just laying around here, only to be taken and fixed up proper in the auto shop. Sharing cost in labor, and taking in his own parts in – it saved Kevin expenses he couldn't pay otherwise.

"I'll know it when I see it." Gwen answered, distracted, her eyes scanning – searching out for something she apparently would know on sight – but not by name. Kevin didn't let it bother him, even if he left empty handed; he somehow doubted this would be the case. Gwen seemed intent and very determined – it intrigued him, as to why and what would cause that in a girl. Girls, in Kevin's experience, rarely cared so much about cars and auto junk. Gwen was different, and Kevin was hooked in by sheer curiosity.

Kevin watched, bemused, as Gwen went this way and that, sometimes she'd drag something to "her side" of the junk pile, or carrying it with her. It was odd sorts of things, a broken GPS, a laptop with a smashed screen – jumper cables and a half-full leaky car battery; even a mini-cooler. Her collection seemed entirely random, and of no use to car-parts as far as Kevin could determine. Where would she go with it all? And to put to what use in the middle of the woods?

"How are you going to get it all back out there, you know – where you come from?" Kevin only now realized he had assumed Gwen lived – or was camping out – in the forest. That might not be the case, she might even live in town – but, if that was the reality – how'd she get out in the middle of nowhere?

"I will have someone pick it up for me, and take me, of course. Thank you for your assistance. Please, leave now." Gwen dismissed him without as much as a glance. At first, Kevin thought she was kidding – and then the silence lingered to long for her to mean her words to be taken as a joke.

"What? How long will they be? I can't just leave you out here – it's hardly safe, almost next door to, you know - nature and shit." Kevin waved a hand toward the road, it was paved, sure – and the junk yard was fenced in. That hardly meant safe, though, and they were still hours out of town. It might take till nightfall to get back- never mind there and back again, if Gwen really intended to send for someone.

"It will not be long." Kevin snorted, wondering if she took him to be an imbecile. Maybe she had a cell-phone on her – but even if she had called before stepping out in front of him – had she intended to _walk_ (or hitch-hike) to the junk yard, before? Maybe she was hurt – and if that wasn't the case, whatever her intentions, he suspected it was sheer luck she'd stumbled into him; so to speak.

"Well, I'll wait with you, then." Kevin declared, folding his arms – shoulders stiff. Maybe someone was coming for her and her odd horde of junk, maybe not – either way, he was calling her out on it. He wasn't moving an inch. He could be a stubborn ass – and it was about time she come to realize she couldn't boss him into doing her every whim.

"There is no need to. It would be an unwelcome advance." Gwen stated it so matter of fact that Kevin could not help but sputter in response. Did she think he wanted to take _advantage_ of her? Or was she trying to shock him into leaving?

"I don't give a shit, alright? I have some sense of decency, I've a responsibility to see you home, you know?" Kevin didn't dare move closer, instead he motioned to his car – and then to her and made a motion with his hand that seemed to indicate he now had to _deal with_ her, now that she had flung herself into his life.

"I assure you, such courtesy is uncalled for." Gwen, for the first time now, was looking right at him – her eyes narrowed in either annoyance or bemusement. She seemed to be doing that a lot. As if he was some insect or odd specimen doing something unusual to its nature. Kevin told himself he was only doing what any decent bloke would, and left it at that.

"Whatever." Gwen pressed her lips in a thin line at his words, as if they were some rebuke at her intelligence. Gwen seemed to sneer at his car, and Kevin didn't like that at all. It was like she was resigning herself to his car. What was so bad about it? It was in decent shape, paint both polished and waxed, and tinkered with until its engine purred and not a drop of oil wasted. Kevin was close to bristling in anger – close to giving in, letting her have her way and find her own fool way back to where she came from. Then she spoke, and Kevin's shoulders slumped, utterly baffled by her words.

"Very well, if you are so determined, take me back where you found me. I can find my own way…home…from there." It was odd, Kevin thought, how she hesitated to say "home". He wondered if there were personal problems in the family – and what family did not have those? – or maybe, maybe she was a run away. That unsettled him.

"Fine, but I'm not ditching you out there, hear me?" Kevin asked, even as Gwen crouched to pick up her newly acquired junked cooling unit. Apparently, he was also to serve as transport. It wasn't like he hadn't expected it. He only hoped none of the stuff…leaked. He set his jaw against saying so, even as he popped open the trunk.

"You are an uncharacteristically stubborn individual." Gwen told him as she entered the passenger side door, after her stuff was lugged into either the trunk or the back seats. Kevin took in her grimy appearance that she seemed not to notice her self, he grinned – smirked, really.

"Thank you." His lips quirked as her lips twisted in displeasure.

"It was not a compliment." Kevin took more joy then he should have at that, when he revved the engine – Gwen flinched. Almost as an apology, unspoken, he kept to the speed limit.

"Go faster." Pale as she suddenly was, those were the last words Kevin expected to hear from Gwen. Kevin looked to her then, startled, and Gwen for the first time looked back, met his gaze squarely – her black pupils blown wide, only a ring of green kept them from bleeding into her whites. It was a ridiculous notion, and yet, there was something about Gwen and her strangeness that told Kevin – instinctually – that she was truly frantic. Where before she had been only distressed and determined, now, something had changed; something only Gwen was clued into. It was a sure thing; this had _nothing_ to do with Kevin almost running her down on this road less then two hours ago.

"What?" It was in the way she looked to him, something in her eyes pleaded with him – something, Kevin knew then – was as sure of it, as she was – that something was horribly, awfully _wrong_. That cut to the meat of it, that Gwen needed to go faster – having ordered before never to go at such reckless speeds, was why Kevin obeyed, as strange as Gwen was, he didn't like the look of fear in her. It didn't suit her.

"He is in danger. Hurry, please." Kevin didn't hesitate, he slammed his foot down on the gas, they were soon going faster then the speed that Kevin had kept going to the junk yard. Gwen scrunched up her forehead, as if thinking hard – as if there was a conclusion to a problem she couldn't grasp.

"Who…?" Kevin demanded, because someone else – for this he was certain of – was involved in all this. Gwen licked her lips, hesitating before answering – as if trying to find the right wording.

"My…my little brother." She spoke as if the words did not quite fit, spitting them out quickly. This kid, Kevin was suddenly sure, meant more to her then Gwen was going to admit to. Kevin knew then that she probably didn't realize she'd let that slip to him. Something about her had always screamed at him – she was strange (not merely a stranger) and something in the way she looked at him, spoke of either superiority or puzzlement.

"Is he hurt or something?" Kevin asked, not above ruling that out. Maybe it was shock Gwen was suffering from – but not from nearly being road meat. It was possible she had gone to get help and – if she did – it didn't _make sense_ to have Kevin drag her off to a junk yard and then back to the kid.

"Yes, in a forced sleep. He's waking up, he shouldn't be – but he is, I don't understand it. He _can not_ wake up alone. Do you understand?" Gwen sounded as if she was grasping at straws, trying to explain things to him. Kevin was angry then – he wasn't stupid, and it was _Gwen_ who'd left some kid stranded out here – not him. Kevin would never have taken her to the junk yard if he had known. A chill crept over Kevin, that Gwen had known that – somehow – and had acted otherwise to ensure her impulse to carry junk out to some hurt kid was acted out.

"What? You left him out there alone?" People in shock, Kevin reminded himself firmly, did not _make sense_. They would fight off help, even – if it meant whatever dim comfort they clung to was somehow threatened. Maybe that was it, the kid was a junk-collector or some sort of grease monkey – and Gwen was trying to bring him things to help herself help him. It made an odd sort of sense then – _if_ Kevin utterly dismissed how Gwen was, rational – focused. He hadn't thought someone in shock was so capable of those functions. It did no good to be _angry_ at Gwen when he hadn't understood her situation.

"What choice did I have? I had to retrieve these things, it was –_is_ - vital. What he would have wanted - _needed_." Gwen seemed to plead with him to understand, not to question. Kevin swallowed insults and warnings about what could happen to a kid out here alone. It wouldn't do any good. It might even make things worse, in the long run. Still, Kevin couldn't help but say _something_.

"Shit, he doesn't need this junk – he probably needs a doctor. Why didn't you say anything sooner?" Kevin tried to keep his voice even, calm. He knew he partly failed, for Gwen was tense at his questionings – not looking at him, even. She was watching, scanning fringe of the trees that made up the forest. Bottom lip pulled into her mouth as she bit at it worryingly.

"I thought I had time." Gwen spoke those words so softly, so defeated and hopelessly; Kevin almost fooled himself into not having heard them. Gwen was – should be – stronger then this.

"Time? Time for what?" Kevin asked, unable to help himself. Just because it didn't make _sense_ to him, didn't mean he couldn't gain some insight to what sort of situation he might be throwing himself into. Gwen seemed to be trying to keep something from him, even as he was making so obvious attempts to help. That, most of all, bugged him.

"To gather these things, what else for?" Gwen asked it, as if the reason for her words should be obvious. Maybe to _her_, they were. Kevin looked to her for the first time; there was no white body suit of a lunatic, just a girl sitting there beside him, wearing jeans, shoes (not hiker boots, but maybe for camping) – and a blue sweater. She wasn't acting right, it stuck him then – she should be hugging herself, child like, or biting at her thumb. When people were frightened – as she so obviously was – they reverted instinctually to some form of infantile comfort. Gwen wasn't. If she'd moved beyond that stage (and Kevin couldn't remember what came after) she was in worse shape then what she looked like.

"Okay, okay, it was around here – right?" For the second time, Kevin bit his tongue on logic. He wasn't usually the one arguing for logic and reason, but for some reason, that Gwen seemed to lack it now, bothered him. She was seriously worrying him, and she was only a stranger. Still, Kevin couldn't help but wanting to help her – wanting to see her safe, or in someone else's care.

"Yes, stop here." Gwen asked, and Kevin had barely gotten his foot on the break and they were slowing down – even while Gwen moved to grab at something in the back seat. Startled, Kevin jerked the break, coming to a rougher stop then he would have liked. Kevin winched, wondering what damage that jolting halt had done to his car.

"What are you doing?" A bit of annoyed anger leaked into Kevin's voice and he couldn't really help himself. Gwen looked to him as if the answer were obvious. She answered, even as she got out of the car, coming to the trunk. It was popped open, even when Kevin didn't remember having opened it. Kevin watched her for a moment, she seemed more determined to get all the junk she'd gathered to the kid, then get to the kid herself.

"It is pointless to have come all this way and not bring what I've gathered – would you not agree?" She saw his look, and narrowed her eyes. Maybe she was a little back to normal, to be offended at having him doubting her logic. It almost made him grin with relief. Things might be alright after all.

"Whatever, I thought you said we had to hurry?" Kevin asked, taking some of the things he thought she would need help with. She was such a slender girl, Kevin didn't think she'd be able to manage all the junk she'd insisted on taking. Gwen was frowning at him – but not as if she was insulted by his attempt at helping, more as if she was puzzled.

"No, not we, I – I alone, you, _you_ must leave." Gwen stated this as if it was a matter of fact. Kevin huffed, half rolling his eyes before he caught himself. Gwen was as stubborn as he was – or something.

"We don't have time for this, Gwen, I'm coming." Kevin stated, narrowing his eyes and keeping a firm hold on the car battery as she tried to take it from him. Gwen shook her head, looking out to the forest that surrounded them on both sides. Pink seemed to flare in the whites of her eyes.

"He is hurt, he isn't, isn't sociable – he might react badly, might harm you. It would be safer for you if you let me go on alone." Gwen told him in a matter-of-fact, reasonable tone. She wasn't exactly encouraging him, as if she realized she might need him – but would never _say so_. It was good enough, Kevin supposed as he tagged along behind her as she started walking towards the woods. It was like she couldn't help herself. Kevin gave a quick check to shut the trunk - and make sure _he_ had the keys; before following along behind her.

"All the more reason for me to come along. If he's so hurt as all that, you'll need my help hauling him out of here – right?" Kevin asked, and Gwen's lips twitched, as if amused at the thought of Kevin helping lug out a hurt kid. Kevin bristled a little, before settling his temper – he was here to help, whither Gwen liked it or not.

"I won't argue the logics of this with you, Kevin." Gwen muttered to him, and he had half a reason to believe he wasn't meant to had heard - or respond. But he did, unable to help himself, grinning at her victoriously.

"Then it's settled, I'm coming along." Kevin told her, as if it had never been in doubt. Gwen looked to him, and Kevin had a moment to think she shouldn't look so difficult, holding a busted laptop and broken cooler unit. Why couldn't she just _accept_ his help and get over it?

"If you can keep up!" Gwen stated, and Kevin blinked – and then she was several paces ahead of him, looking back – smirking.

"Gwen…?" Kevin muttered puzzling after her speed, confused he took a step forward, taking his eyes off her to watch his footing. When he looked up again to where she had been – she was gone again. Kevin had a wild thought – that she was playing with him, somehow, or this was some sort of sick game.

"Gwen!" His heart gave a relieved lurch, seeing her still housed standing ahead, under a tree – looking back at him. There was a mischievous grin plastered over her lips. It was like she was some kid, playing tag. Kevin narrowed his eyes, and decided that if Gwen wanted him to _hurry_ – he would. With a ground eating pace of a sprint, Kevin was quick to move carefully through the underbrush, he looked up, thinking Gwen had come back – but she'd only gotten further ahead.

"Damn-it! Slow your ass down!" It was more disturbing to Kevin then he wanted to admit, that Gwen made no effort to reply to his demands. What she was doing defied logic – and gravity, and maybe a few universal laws. There should have been some taunting words, or some sort of giggle in response – instead there was silence and only the feeling of her presence to warn him of her movements.

Soon, Kevin was running recklessly after her – it was obvious she wasn't slowing down; somehow Kevin managed to follow her only by glimpses here and there. He was stupidly afraid something might happen to her if he didn't keep her in sight – that she would leave him behind, regardless that he was hauling her stuff. Maybe she'd come back for it, later, if he gave up the chase. Kevin wasn't willing to risk it, something in how she kept looking back spoke of newly earned respect – maybe that Kevin was keeping up, was so determined to follow. Kevin was loath to loose it - even if he was imagining it.

Kevin came to a stumbling halt, falling up against some giant metallic _thing_. It made his skin itch, as if little unseen bugs were crawling over him. Kevin took a step back, only then noticing that the junk he'd been carrying stuck fast like glue. Kevin stared, as the things seemed to dissolve into the black and green surface. e

"What…what is this." With his eyes wide, mouth gapping – Kevin spoke. Yet he didn't expect to be answered – he was.

"You made it, did you? Impressive, human." Gwen's voice, but distant – distracted; as if she were concentrating – with that old single-minded focus - on something else. Kevin followed it, and didn't half believe what he was seeing. Her eyes were brilliant glowing – pink – and her hair was tinged with red luminance, spread out like tentacles, each grasped a bit of junk cradling it, she didn't look to him, but to the black and green goop reaching toward her.

"Gwen…" Kevin didn't know what else he would say, didn't know what to make of all this. He knew better then to ask her to move away, for the – well – whatever it was, hadn't hurt him, when he'd found himself slammed against it with his unchecked speed. It had, though, greedily eaten the junk – which Gwen was holding in grabbing-hair, feeding the thing one at a time.

"What does he look like to you, Kevin? He is a ship, a machine as sentient – aware as you or I, but… asleep still, sluggish – we've traveled a long way together, known each other longer then your lifespan. Can you imagine such a connection, Kevin? He is as close to me as my own mind. I…I can not loose him. He's trying to wake up, but he's so damaged, its like coma-walking – he's being stupid and stubborn. This, I think this might kill him, he's waking up all wrong." Gwen wasn't crying, Kevin saw then – remembered that she had never shed a tear in his presence. Her eyes though, they quivered with worrying brightness.

"Alive? This thing, it…it's alive." It sounded wrong, to Kevin. He looked up at it then, really looked, it had certain inherent elegance to its design, shaped like a something between a tear and a needle. It looked like a computer chip, all black and green thread. The part that reached for Gwen - seemed to stretch off it, and for the first time Kevin noticed the dim green sphere that faced her, as it swallowed the junk down. If Kevin squinted, he could imagine it being a mouth or a face, maybe.

"Yes." Gwen confirmed, looking to him as if to deny the truth of what she spoke. Kevin dared not; he was swimming out of his depth. There was nothing for him to defend against, everything he thought he'd known – could count on - it felt as if it had turned over on him. His head ached. Kevin watched as a slender finger-like digit reached for him, prodding at his hand, as if a curious child. Gwen was watching him keenly, her expression closed – Kevin didn't have to guess who's side she'd take, if this "first contact" went badly.

She looked like crackling energy – electricity, or something finer, less raw – she'd still fry him to a crisp. Kevin shuddered, but it was not because of the thought, the smooth metallic feel itched across his skin, as if tasting him. Kevin held perfectly still, but couldn't help but respond – speak, it weighted him down suddenly how limiting it was to only be able to communicate by words and motion.

"I…I can feel it, him. It's like his skin is mine." It wasn't nearly so discomforting as Kevin made it sound, but he didn't know how else to say it. Gwen was still watching him, but smiling now, the green sphere ate the last of the junk its dimness fading, brightening – Kevin had no doubt in that moment, as it moved toward him, slow and deliberate, that was being looked over. Kevin didn't have any way to know if he would be met with approval. He swallowed, and could only look back.

"Intriguing." Gwen murmured, and Kevin almost wished she hadn't spoken. This – whatever this was, didn't include her, for all that she was standing by as it happened. Kevin breathed as the sphere of green stared at him, face-to-face. Kevin licked his lips, speaking then out loud and wondering if Gwen would have time to answer him- if his words, the sounds he made were taken to be hostile.

"Does he have a name?" His voice was soft, wavering. But what did that really matter to what he was facing? Gwen was opening her mouth to answer, as if she had to think about what she was saying. For the first time, Kevin took notice of that lapse, and understood what it really meant.

"_Ben, my name is Ben_." The green sphere seemed to wink at him in the light. Teasing, it was teasing with him. Kevin found himself relaxing, breathing – whatever Ben was, he found Kevin worthy…worthy of _something_ Kevin couldn't put a name to. But he _felt_ it, it was like a lifetime of friendship, but went beyond that – it was more, just _more_ then that. Kevin forced himself to breath, just _keeping_ that feeling – sheltering it.

"Did you touch him?" Gwen suddenly asked, the pause enough to make him _sure_ that those words was not what she had meant to say – that she had overheard what…what Ben had said. Kevin was aware then that that was wrong - Ben hadn't spoken aloud to him, but Kevin had _heard_ him.

"Yes…?" Kevin felt as if his heart was beating in time to the gleaming orb. He was breathless with it, blinking, as if he'd been punched in the gut. Ben glimmered in amusement. Kevin didn't know how, but he did – and Kevin wasn't going to question that, just yet.

"No helping it, then, we'll have to take you with us." Gwen told Kevin, as if she had already accepted this as fact, and had similarly expected Kevin to as well. Kevin shook his head, it was filled with feelings and things he didn't half understand, but Gwen's words had pulled through like something thick and cold, but not unpleasant. It somehow warmed him, satisfied a certain craving for the feeling Ben was inspiring. There was no doubt in Kevin that this, this was Ben's doing. He didn't begrudge Ben for it, it was…it felt, like Kevin was complete now, as if – before – he'd only been living a half life.

"What?" Kevin knew his voice to be dazed, confused sounding.

"He's imprinted on you. I will not have him sulking on the way back." Gwen's lips twitched, and she explained it softly, the truth falling upon him like rain, enriching his ground –soul, life – whatever, but it brought him a sense of peace, of renewal, as if this, right here – what was happening now – was what he had worked all his life to get. Kevin wasn't letting Ben go, even if Gwen had intended it – Kevin would have fought her for this. Instead, Gwen seemed to understand, and Kevin was glad that _someone_ did.

"Back..?" Kevin insisted, not sure of what she meant – back where? How far? Would he ever see earth again – it didn't seem as important as it should have been. Kevin could, at least, understand that – the whole of the universe had opened up for him. It was his and Ben's and Gwen's to explore and adventure. That thrilled Kevin, and he shook his head, not sure if the feeling was entirely his own.

"Home, of course." Gwen said it in such a dry way, it shook something out of Kevin, and he looked to her. He was aware for the first time that Ben the whole of his inky black and green surface was encircling him, encasing him, and that was important; because the ship – it was a broken and battered thing, no longer nearly so elegant or sophisticated anymore. That, Kevin realized, was Ben's doing. Ben wasn't letting go, Kevin realized, and that was a little embarrassing and a little triumphant. Because it meant, that, to Ben, _Kevin_ was more important then whatever Gwen might think.

"Oh, but –uh - what about my car?" Gwen gave him a look, as if that answer should be _obvious_, to empathize this, she waved a disgusted hand toward the junk ship. Stepping away from it, and looking back to answer as she started to walk into the woods – toward where, Kevin realized, they had left the car on the road.

"We'll be taking it with us, of course." Gwen said it so off-handed, it took a moment for Kevin to realize Gwen was walking away – and Kevin ought to follow. Ben purred in amusement on his shoulders, and Kevin sort of blushed, though he wasn't certain why. It sunk in then, that his car would be part of Ben, part alien tech – Kevin thought he could live with that. It was kind of awesome.

O.o.O.o.O.o.O


End file.
